Bylaws

Last update: August 2017

BYLAWS OF

WEST JEFFERSON BASEBALL ASSOCIATION

ARTICLE 1

ORGANIZATION

Section 1 - NAME

The name of this organization shall be the WEST JEFFERSON BASEBALL ASSOCIATION, abbreviated WEST JEFF hereinafter referred to as the Association.

Section 2 - PURPOSE

The purpose of the Association is to sponsor and promote a junior baseball program in the Western area of Jefferson County, Colorado, and in so doing strive to promote better citizenship among the young of the area and to strive for more physically fit, mentally alert, and morally fine youth in the area. The Association will be operated as a part of the Rocky Mountain Junior Baseball League, hereinafter referred to as the League.

Section 3 - NON-PROFIT AND NON-STOCK CORPORATION

The Association shall be operated as a non-profit corporation in accordance with the laws of the State of Colorado. The private property of the members of the Association shall not become liable for the debts of the Association. The Association shall be a non-stock corporation, and no dividends or pecuniary profits shall be declared or paid to the members thereof. The Association shall maintain a status of 501c3 and submit all tax documents as required of a 501c3.

ARTICLE II

MEMBERSHIP

Section 1 - MEMBERSHIP

Membership in the Association shall be comprised of:

1.Parents and/or legal guardians of the players registered in the association;

2.Members of the coaching staff of each team;

3.Any person applying for membership and paying the current annual dues equivalent of a competitive league ballplayer.

Section 2 - VOTING BY MEMBERS

The members of the Association have the power:

1.To elect the Directors of the Association at the annual meeting of members;

2.To remove from office any Director or Officer for good and sufficient cause at a special meeting, by majority vote if a quorum is present;

3.To amend these By-laws by a two-thirds affirmative vote;

4.To attend, and speak at, any meeting of the Association or Board of Directors.

ARTICLE III

ASSOCIATION MEETINGS

Section 1 - ANNUAL MEETING

The annual meeting of the members of the Association shall be held during the month of August of each year at such time and place as may be designated by the President, when the majority in attendance of the Association shall elect members of the Board of Directors for the ensuing year. The elective officers of the Association consist of the President, 1st Vice President, 2nd Vice president-A, 2nd Vice president-B, Secretary and Treasurer. Officers shall be elected by a majority vote of the Board of Directors. The Board of Directors shall consist of no less than 9 members and no more than 15 members. All Board of Director terms shall be for 2 years.

Section 2 - SPECIAL MEETINGS

Special meetings of the membership may be called at any time by resolution of the Board of Directors or upon the request in writing filed with the Secretary and signed by any five percent (5%) of parents and/or legal guardians that represent at least five percent (5%) of players currently registered with the Association or upon request in writing filed with the Secretary and signed by any ten percent (10%) of the Head Coaches of the Association. Such request shall state the purposes(s) of the proposed special meeting; provided, however, that the business transacted at such special meetings shall be confined to the subject(s) stated in the request.

Section 3 - ATTENDANCE

All meetings shall be open to any member of the Association. Non-members shall be allowed to attend any membership meeting with the approval of the Board of Directors, provided that non-members may not debate any question before the membership, unless recognized by the Presiding Officer.

Section 4 - VOTING

A. At all meetings of the Association, each member of the Board of Directors shall have one (1) vote on any matter submitted to the membership for a vote; except the President, who shall only be allowed to vote in the case of a tie vote. No member of the Board of Directors shall be entitled to more than one (1) vote.

B. At any regular or special meeting of the Association, for the transaction of any business whatsoever, a majority of the Board of Directors shall constitute a quorum provided, however the President at all times shall be vested with the authority to determine the extent of the membership.

C. The following matters shall require a vote of the members of the association: (1) any proposed merger or consolidation with the Association and another organization or association; (2) any matter as describe in Article III, section 1.

D. Proxies shall not be recognized for voting members unless the Board of Directors shall direct otherwise. Proxy voting shall only be authorized on a case-by-case basis, in the sole discretion of the Board of Directors.

E. Except as provided herein, a simple majority of the votes cast by the voting members of the Association, in which a quorum is present, shall be necessary to decide any business of the membership.

Section 5 - PRESIDING OFFICER

The President shall preside at all meetings of the Association, unless not in attendance, in which event the 1st Vice President shall preside. The Secretary shall act as Secretary, and in his/her absence, or if presiding, such other person shall serve as Secretary as designated by the Presiding Officer.

Section 6 - CONDUCT OF MEETINGS

Meetings of the membership of the Association shall be informal in nature but must include the following:

1.Roll call

2.Reading and action to minutes of previous meeting

3.Treasury report

4.League report

5.Committee reports

6.Old and New business

The presiding officer shall allow discussion on any matter brought to the attention of the membership. ROBERT’S RULES OF ORDER shall serve as a guideline only for the conduct of meetings. Adherence to ROBERT’S RULES OF ORDER is not required. Any matter may be brought to a vote by request of any member.

ARTICLE IV

BOARD OF DIRECTORS

Section 1 - PURPOSE

The management of all of the affairs, interest, and property of the Association shall be vested in the Board of Directors and the officers. All officers of the Board of Directors shall serve a two-year term or until their respective successors are elected and qualified. The Board of Directors shall have all the powers not prohibited to it by statute or as reserved by law or these Bylaws. The President of the Board shall serve a one-year term, but can seek consecutive or intermittent re-election.

Section 2 - MEMBERS

Members of the Board of Directors shall be elected by ballot at the annual meeting of the Association by a quorum of members of the Association at such meeting. The officers mentioned in Article IV, Section I shall be elected by the Board of Directors. The President shall be the chief executive officer and chairperson of the Board of Directors and the Secretary shall be the Secretary thereof. A Nominating Committee composed of three (3) persons shall be appointed by the President and approved of by the Board of Directors by the July board meeting. The nominating committee shall select up to 20 persons to be nominated as members of the Board of directors; such choices shall be presented prior to or at the annual meeting of the Association at which time further nominations from the membership of the Association may be made. The Board of Directors shall consist of no less than nine (9) and no more than fifteen (15) members including all officers.

Section 3 - MEETINGS

A. The board of Directors shall typically meet each month on such day, time and place as designated by the President, for the purpose of conducting business of the Association.

B. A minimum of thirty-five percent (35%) of the voting members of the Board of Directors shall constitute a quorum necessary for the transaction of any business of the Association before the Board.

C. Except as provided by these Bylaws, a majority of the votes cast in which a quorum is present shall decide any business before the Board. The president shall not have a vote in any meeting of the Board of Directors, except that the President has a vote only in the case of a tie vote among the other members of the Board of Directors.

D. Special meetings of the Board of Directors may be held at any time upon the call of the President or any two (2) members of the Board of Directors, providing that notice is given to all members of the Board of Directors no later than seventy-two (72) hours prior to such meeting.

E. An “Electronic Special Meeting” may be held at any time upon the call of the President or any two (2) members of the Board of Directors. Any action taken by the Board of Directors pursuant to an “Electronic Special Meeting” may only be taken if there was unanimous consent from the Board of Directors. Furthermore, at the next regularly held Board of Directors meeting, the Board must disclose the action take and ratify the action which was taken pursuant to the “Electronic Special Meeting”.

F. Board of Directors meetings shall be informal in nature. The presiding officer shall allow discussion of any matter brought to the attention of the Board of Directors by any members of the Board of Directors. ROBERT’S RULES OF ORDER shall serve as a guideline only for meetings of the Board of Directors; adherence to ROBERT’S RULES OF ORDER is not required. Any matter may be brought to vote by request of any member of the Board of Directors.

G. Any member of the Board that does not attend any three (3) meetings out of five (5) consecutive meetings, not including Electronic Special Meetings, shall be removed as a member of the Board. The President may re-instate such Board member with approval of the Board.

Section 4 - DUTIES OF THE BOARD OF DIRECTORS

A. To abide by the By-laws of the Association and the By-laws of the League including all Rules and Regulations of the Association and the League.

B. Attend monthly meetings; and volunteer for various duties of the board.

C. To properly notify the eligible players, and their parents, of registration dates—this is a responsibility of the whole Board, but is carried out by the GM.

D. Be available for annual day-long Association Skill Evaluations.

E. Promote the assembly of the most competitive team at each age group level.

F. To make up team rosters. All decisions of the Board of Directors in the placement of the players on teams shall be consistent with the best interest of the player.

G. Approve the expenditure of all monies of the Association.

H. Establish registration and sponsorship fees.

I. Ultimately be responsible for the procurement and selection of a sufficient number of coaches to adequately staff each team.

J. Have the power to discharge any coach or assistant coach upon the majority of the vote cast by the members of the Board of Directors.

K. Participate in the qualification, selection, and assignment of coaches as needed.

L. Work to build a healthy WJBB Recreation League that can feed a healthy WJBB Competitive League.

M. Actively promote the Association to the community at large.

Section 5 - DUTIES OF THE OFFICERS

PRESIDENT

1. Preside at all meetings of the Association and of the Board of Directors;

2. Be the chief executive officer of the Association;

3. Have, subject to the control of the Board of Directors, general supervision of the affairs of the Association;

4. Appoint all necessary committees in order to properly administer the affairs of the Association, subject to the approval of the Board of Directors;

5. Appoint a member to fill a vacancy on the Board of Directors, subject to approval of the Board of Directors.

6. Handle the hiring of the Association’s General Manager and Scheduler as needed; responsible for direct oversight of GM; coordination of Association relationship with scheduler.

7. Secure umpire assignor contract.

8. Provide preliminary bracketing of WJBB competitive teams to RMJBL.

1ST VICE PRESIDENT

1. Perform the duties of the President in the absence of the President;

2. Assist the President in Association affairs;

3. Responsible for submitting all official rosters to RMJBL and any/all sanctioning organizations;

4. Coordinate between all area high schools regarding formation of Level III teams, as well as skills clinics, etc.

2ND VICE PRESIDENT- A

1. Assist the Board of Directors in the performance of its duties;

2. Be responsible for overseeing the management of player registration;

3. Oversee annual Player Skill Evaluations;

4. Oversee team formation for the 8RC – 14-year-old divisions.

2ND VICE PRESIDENT- B

1. Assist the Board of Directors in the performance of its duties;

2. Provide oversight and assist the GM’s lead to ensure all the needs of the 5-8 recreational division of play—including uniform orders, team formation, coach questions, etc.—are being met.

3. Purchase Rec League baseballs

SECRETARY

1. Perform the duties of the President in the absence of the President and 1st Vice President.

2. Record and maintain a complete file of the minutes of the Association meetings and meetings of the Board of Directors and deliver them to the WJBB General Manager for posting on the Association’s website as needed.

3. Coordinate with the General Manager the notification of upcoming Board meetings and a reservation of the meeting location; help the President coordinate an agenda for each meeting.

4. In a timely manner, and as needed, file all reports of the Association with the proper authorities as required by law.

5. Maintain all corporate records and documents as necessary.

TREASURER

1. Be apprised by the General Manager of any deposits made to the financial account(s) of the Association;

2. Maintain the books of account for the Association in good order for examination by the Audit committee.

3. Submit invoices to the bookkeeper when checks need to be produced; anything out of the ordinary requires approval from President prior to payment.

4. Sign checks as needed.

5. Review ledger from the bookkeeper.

6. Submit a written and current financial statement at each Association meeting.

7. Be responsible for the timely filing of all financial reports required by law, including but not limited to, Federal and State Income tax returns, if necessary.

8. Term of office is limited to 3 consecutive years.

Section 6 - DUTIES OF NON-OFFICER DIRECTORS

A. Age group coordinators (age 8 through 14)

1. Act as liaison between the Board of Directors and coaches within each age group;

2. Solicit applications for coaches as necessary;

3. 5,6,7,8 age directors shall communicate scheduled league games from the Scheduler to the coaches;

4. Assist in equipment and uniform distributions and collections as needed;

5. Assist in process of Team Formation for assigned age group and be available for Team Formation night(s);

6. Responsible for attempting to mitigate problems with parents/players;

7. Assist scheduling committee for practice time allotments if needed;

8. Ensure all head and assistant coaches, within teams the coordinator oversees, fulfill applicable coaching requirements and then report the status of said requirements to the WJBB GM.

B. Additional Duties

1. Duties assigned by president

2. Should attend all meetings

3. May be assigned to vacant committee heads by the President

Section 7 - COMMITTEES

The President shall appoint, with approval of the Board of Directors, any committee necessary for the proper administration of the affairs of the Association. Such committees shall include, but not be limited to;

A. Audit Committee - consisting of three (3) members of the Board of Directors in addition to the Treasurer, who shall examine the books of account and financial records of the Association and report said findings ataregular meeting of the Board of Directors. Such committee shall convene no later than the third week of August of the current year. The Board of Directors may request the Audit Committee to conduct additional audits at any time during the year with a report due by the next regularly scheduled meeting of the Board of Directors.

B. Rules & Bylaws Committee - consisting of a chairman, appointed by the President; committee members solicited from the Board of Directors and/or the Association; and the two (2) area vice presidents who shall enforce the By-laws of both the Association and the League and report any violations to the Board of Directors. Such committee shall be responsible for the resolution of any dispute regarding the By-laws of both the Association and the league, subject to approval of the Board of Directors. Committee is to annually review the association regulations and rules of play and submit their recommended amendments (if any) for Board of Directors approval prior to the annual meeting in August of each year.

C. Nominating Committee -consisting of three (3) members of the Board of Directors and/or the Association who shall select persons to be nominated as members of the Board of Directors and shall select persons to be nominated as officers of the Association and such choices shall be presented at the annual meeting of the Association.

D. Coaches Committee – consisting of at least three (3) members of the Board of Directors who shall annually select Head Coaches and Assistant Coaches for WJBB teams with final approval from the Board. With assistance of Age Group Coordinators, will ensure that all Head Coaches and Assistant Coaches satisfy all WJBB coaches’ eligibility requirements, review coach applications and evaluations, rank coaches for team formation purposes according to Association rules, and assist with the team formation night(s) as needed by 2nd VP. Will determine obvious discrepancies between available coaches and registered players/teams, seek out information from Age Group Coordinators regarding coaches and their capabilities if necessary, and inform coaches of the committee’s ranking decisions via email. Will annually review WJBB Regulations and Rules of Play and propose revisions, if any, to the Board of Directors and the Association membership for approval.

E. Fundraising Committee – consisting of at least 2-3 members of the Board of Directors and/or the Association who shall work with the Board to raise monies for the needs of the nonprofit Association (scholarships, equipment, field repairs/improvements, etc).

Section 8 - PAYMENT OF ASSOCIATION EXPENSES

1. All disbursement of association funds must be approved by at least two Board of Directors.

2. All payments must be made by check generated by an outside bookkeeping firm and reviewed by two of the three Directors with signature capabilities. (President 1st VP, treasurer).

ARTICLE V

BASEBALL PROGRAM RULES AND REGULATIONS

Section 1 - ASSOCIATION RULES AND REGULATIONS

A. The baseball program of the Association is a part of the program of the Rocky Mountain Junior Baseball League. The Association’s Bylaws shall not conflict with the Bylaws of the League. The Association’s Regulations and Rules shall not conflict with the Rules and the Regulations of the League.

B. It shall be the duty of the Association’s Secretary to maintain the official copy of these Bylaws. The President shall keep the membership of the Association informed as to all changes to the Bylaws of the League.

Section 2 - ASSOCIATION REGULATIONS AND RULES OF PLAY

The Regulations and Rules of the League shall govern the administration of the Association’s baseball program insofar as the Association shall make no rule or regulation that is in conflict with League Rules and Regulations. Any further rules or regulations not addressed by the League Rules and Regulations that should be necessary to conduct the Association’s baseball program shall be passed by resolution of the members, and may be changed from time to time as the need arises. An amendment to these Bylaws shall not be required in order to adopt change, or pass by resolution any Association rule or regulation governing the administration of the Association’s baseball program.

ARTICLE VI

AMENDMENT TO BYLAWS

Section 1 - SUBMITTING AMENDMENTS

Any member of the Association may propose amendment(s) to these Bylaws as follows:

1. Present such proposal(s) to the Bylaws Committee in writing at any meeting of the Board of Directors

2. Before the August membership meeting, the Bylaws Committee shall convene to recommend to the Board of Directors the proposed amendments that should be presented to the membership at the annual meeting.

Section 2 - ADOPTION OF AMENDMENTS

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted as follows:

1.The proposed amendment(s) shall be presented and discussed and voted on by the fulltime voting members of the Association in attendance at the annual meeting. The proposed amendment(s) shall be adopted only upon the affirmative vote of a two-thirds majority of the voting members in attendance at the annual meeting.

ARTICLE VII

DISSOLUTION

Section 1 - DISSOLUTION OF ASSOCIATION

In the event of dissolution of the Association, its then net assets and monies shall be transferred and conveyed to another nonprofit sports league as decided by the ¾ members of the Board of Directors.

Section 2 - METHOD OF DISSOLUTION OF ASSOCIATION

Voluntary dissolution of the Association shall be accomplished by the affirmative vote of a three-fourths majority of the Board of Directors, and ratified by a majority vote of a meeting of the Association. No member of the Association shall be entitled to or have any interest in the assets of the Association or any right to share in the distribution thereof.